Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments and to, among other things, add National Bank of Active.00000000.6 Canada, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under the Credit Agreement (each a “New Lender”) and Regions Bank has decided to exit as a Lender (the “Exiting Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s assignments of their Commitments, including assignments to the New Lenders. On the Ninth Amendment Effective Date and after giving effect to such reallocations, the Commitment of each Lender shall be as set forth on Schedule 1 of this Ninth Amendment which Schedule 1 supersedes and replaces the Schedule 1 to the Original Credit Agreement. With respect to such reallocation, each Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with this Assignment and for purposes of this Assignment only, the Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv).
Assignments and Reallocations. For an agreed consideration, the existing Lenders (the “Existing Lenders”) have agreed among themselves to reassign among themselves portions of their Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and to allow Mxxxxx Sxxxxxx Bank, N.A. (the “Exiting Lender”) to assign all of its Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures such that after such reassignments and assignment the Applicable Percentages and Maximum Credit Amounts of each Lender on the Thirteenth Amendment Effective Date shall be as set forth in Annex I attached hereto. Each of the Administrative Agent and the Borrower hereby consents to (a) such reassignments by the Existing Lenders of their Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and (b) the Exiting Lender’s assignment of its interests in the Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures. The reassignments by the Existing Lenders and the assignment by the Exiting Lender necessary to effect the reallocation of the Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures are hereby consummated pursuant to the terms and provisions of this Thirteenth Amendment and Section 12.04(b), and the Borrower, the Administrative Agent, the Existing Lenders, and the Exiting Lender, hereby consummate such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit G to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption with the Effective Date (as defined therein) being the Thirteenth Amendment Effective Date; provided that the Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 12.04(b)(ii)(C) with respect to such assignment and assumption. Annex I attached to the Credit Agreement is hereby deleted in its entirety and replaced by Axxxx X attached hereto.
Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Elected Commitment Amounts. The Administrative Agent and the Borrower hereby consent to such reallocation and assignments of the Maximum Credit Amounts and
Assignments and Reallocations. The Lenders have agreed among themselves to reallocate their Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures such that their Applicable Percentages and Maximum Credit Amounts shall equal those set forth in Annex I attached hereto. Each of the Administrative Agent and the Borrower hereby consent to such reallocation. Such reallocations are hereby consummated pursuant to the terms and provisions of this First Amendment, and Section 12.04(b), and the Borrower, the Administrative Agent and each Lender hereby consummates such reallocation pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit G to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption with the Effective Date (as defined therein) being the First Amendment Effective Date; provided that the Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 12.04(b)(ii)(C) with respect to such assignment and assumption. Each Lender hereby consents and agrees to the Applicable Percentages and Maximum Credit Amounts as set forth in Annex I attached hereto.
Assignments and Reallocations. For an agreed consideration Royal Bank of Canada, ING Capital LLC, Credit Agricole Corporate and Investment Bank, BBVA USA and IBERIABANK, the exiting Lenders (the “Exiting Lenders”) have agreed among themselves to assign portions of their Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures to allow Bank of America, N.A., Zions Bancorporation dba Amegy Bank, Synovus Bank, Sumitomo Mitsui Banking Corporation and Citibank, N.A. (collectively, the “New Lenders”) to acquire their interest in the Commitments, Maximum Credit Amounts, Applicable
Assignments and Reallocations. 22.1. The parties agree that as of the effective date of this Amendment, the Pro Rata Shares and Revolving Loan Commitment, New Vehicle Floorplan Commitment, and Used Vehicle Floorplan Commitment of each of the current Lenders (except Terminating Lender) and of each New Lender shall be as set forth in Schedule 1 attached hereto, the outstanding amount of the Loans shall be reallocated in accordance with the Commitments and the Pro Rata Shares of the Lenders as set forth therein and requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender (including Terminating Lender) to each other Lender (including any New Lender) with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements. Notwithstanding anything to the contrary in Section 17.4 of the Loan Agreement, no assignment fee shall be required, no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and such assignments shall be deemed to be made with all applicable, representations, warranties and covenants as if evidenced by an Assignment Agreement.
Assignments and Reallocations. The Lenders (including the New Lenders), the Administrative Agent and the Loan Parties hereby acknowledge and agree that (x) the Revolving Commitments, the Term Loans and the Applicable Percentages of Term Loans of each Lender as set forth on Schedule 1.01(b) to the Credit Agreement (as amended hereby) are the Revolving Commitments, the Term Loans and the Applicable Percentages of Term Loans of each such Lender, respectively, as of the Third Amendment Effective Date, and neither any Assignment and Assumption nor any other action of any Person is required to give effect to such Revolving Commitments, Term Loans and Applicable Percentages of Term Loans, (y) the Borrower shall make such prepayments of outstanding Loans to the extent necessary to give effect to the Revolving Commitments, the Term Loans and the Applicable Percentages of Term Loans as set forth on Schedule 1.01(b) to the Credit Agreement (as amended hereby) and (z) notwithstanding the terms of Section 3.05 of the Credit Agreement, each Lender hereby waives any amounts that would otherwise be or become due and owing to it under Section 3.05 of the Credit Agreement as a result of any such prepayment of Eurodollar Rate Loans on the Third Amendment Effective Date.
Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts. The Administrative Agent and the Borrower hereby consent to such reallocations and assignments of the Maximum Credit Amounts. On the Second Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amount of each Lender shall be as set forth on Annex I of this Second Amendment, which Annex I supersedes and replaces the Annex I to the Credit Agreement. With respect to such reallocation, the Lenders shall be deemed to have acquired the Maximum Credit Amount allocated to them from each of the other Lenders pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Credit Agreement as if the Lenders had executed an Assignment and Assumption Agreement with respect to such allocation.
